Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 5715
June 5, 2019
To our shareholders:
Naohisa Miyakawa
President & Representative Director
Furukawa Co., Ltd.
2-3, Marunouchi 2-chome, Chiyoda-ku, Tokyo
Notice of the 152nd Annual Shareholders’ Meeting
You are cordially invited to attend the 152nd Annual Shareholders’ Meeting of Furukawa Co., Ltd. (the“Company”), which will be held as indicated below.
If you are unable to attend the meeting, we kindly request that you exercise your voting rights after reviewing
the Reference Documents for Shareholders’ Meeting, either by returning the enclosed voting form indicating
approval or disapproval or by electronic means (via the Internet, etc.) to reach us no later than 5:00 p.m. on
Wednesday, June 26, 2019 (JST).
1. Date and Time:
2. Venue:

Thursday, June 27, 2019, at 10:00 a.m. (JST) (Reception starts at 9:00 a.m.)
3rd floor, Company’s Conference Room, Marunouchi-Nakadori Bldg.
2-3, Marunouchi 2-chome, Chiyoda-ku, Tokyo

3. Purpose of the Meeting
Matters to be reported:
1. Business Report, Consolidated Financial Statements and the results of audits of the Consolidated
Financial Statements by the Accounting Auditor and the Audit & Supervisory Board for the 152nd
fiscal year (from April 1, 2018 to March 31, 2019)
2. The Non-Consolidated Financial Statements for the 152nd fiscal year (from April 1, 2018 to March 31,
2019)
Matters to be resolved:
Proposal No. 1

Appropriation of Surplus

Proposal No. 2

Election of Nine (9) Directors

Proposal No. 3

Election of Two (2) Audit & Supervisory Board Members

4. How to Exercise Voting Rights:
1. If you are able to attend the meeting• Please submit the voting form to the receptionist at the venue. (Seals are not required.)• For the purpose of saving resources, please bring this Notice with you to the meeting.
• If you exercise your voting rights by proxy, you can delegate your voting rights to one (1) proxy who is ashareholder of the Company with voting rights. In such case, please have the proxy submit a document
evidencing the authority of proxy to the receptionist at the venue.

Date and Time of the meeting: Thursday, June 27, 2019, at 10:00 a.m. (JST) (Reception starts at 9:00
a.m.)
2. If you are not able to attend the meeting• If you wish to exercise your voting rights by mail:Please indicate approval or disapproval on the enclosed voting form, and post it without affixing a stamp.
Voting deadline: Please ensure that it reaches us by 5:00 p.m. on June 26, 2019 (Wednesday).
-1-• If you wish to exercise your voting rights over the Internet:
Please access the voting website (https://www.web54.net) from your PC or smartphone, enter the voting
code and password indicated on the enclosed voting form, and then follow the instructions on the screen
for indicating approval or disapproval.
Voting deadline: Please ensure that you exercise your voting rights by 5:00 p.m. on June 26, 2019
(Wednesday).
If your vote is cast both in writing and via the Internet, etc., the one via the Internet, etc. shall be deemed as
the valid execution of your voting right. If you have cast your vote multiple times via the Internet, etc., thefinal vote cast shall prevail.
3. Electronic voting platform
Shareholders who have an account with a trust bank, etc. (include standing proxies) may use, in addition
to voting via the Internet, the electronic voting platform operated by ICJ, Inc. to exercise voting rights at
the Shareholders’ Meeting by applying in advance to use the platform.
4. If there are any revisions to the Reference Documents for Shareholders’ Meeting, Business Report, and/or
Consolidated and Non-Consolidated Financial Statements, such revisions will be posted on the Company’s
website.
The Company’s website (Information Page of Shareholders’ Meeting)https://www.furukawakk.co.jp/ir/stock/meeting_info.html (Japanese)
https://www.furukawakk.co.jp/e/ir/ (English)-2-

Reference Documents for Shareholders’ Meeting
Proposal No. 1

Appropriation of Surplus

The Company proposes the following appropriation of retained earnings.
Year-end dividends
The Company shall seek to enhance returns to shareholders, while adopting the fundamental policy of allocating
profits from a comprehensive viewpoint, including the primary consideration of capital investments that are
essential for securing earnings and internal reserves required for R&D, as well as business prospects in the
coming years and various other matters.
Taking into account such factors as the Company’s business results for the current fiscal year and futurebusiness development, the Company proposes to appropriate retained earnings in the form of year-end
dividends for the 152nd fiscal year as follows.
1. Type of dividend property
Cash
2. Allotment of dividend property and their aggregate amount¥50.00 per common share of the Company
Total dividends: ¥ 1,977,073,300
3. Effective date of dividends of surplus
June 28, 2019-3-

Proposal No. 2

Election of Nine (9) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this meeting. Therefore, we propose
the election of nine (9) Directors. Out of the nine (9) candidates for Directors, three (3) are Outside Directors,
each of whom satisfies “the requirements for the independence of outside officers” as stipulated by theCompany.
The candidates for Directors are as follows:

CandidateNo.

TenureasDirector

Name

Position and responsibility in the
Company
President & Representative Director
Management of overall operations (CoreBusiness Companies, Corporate Planning
Department, Business Process
Re-engineering Department, Financial
Department, Human Resources &General Affairs Department)
Managing Director and Managing
Executive Officer
Rock Drill Division
Director and Senior Executive Officer
General Manager, Corporate Planning
Department
Corporate Planning Department,
Materials Business, Environmental &Safety Control Department
Executive Officer
General Manager, Technology Division,
General Manager, Technological Strategy
Department, General Manager, N Project
Department
Executive Officer
General Manager, Business Process
Re-engineering Department

Attendanceat theBoard ofDirectors
meetings

1

Reelection

Naohisa
Miyakawa

8 years2

Reelection

Kiyohito
Mitsumura

4 years3

Reelection

Masahiro Ogino

2 years

4

New
election

Tatsuki Nazuka

-

5

New
election

Hiroyuki Sakai

-

6

New
election

MinoruNakatogawa-

7

Reelection

Tatsuya Tejima

OutsideIndependent

2 years

8

Newelection

Yoichi Mukae

OutsideIndependent

-

-

-

9

New
election

Kazumi Nishino

OutsideIndependent

-

-

-

Executive Officer

93%(15/16)100%(16/16)100%(16/16)-93%(15/16)

Director(Notes) 1. If the above proposal is approved at this meeting, the Company will elect Naohisa Miyakawa as President andRepresentative Director of the Company at the Board of Directors meeting scheduled after the conclusion of thismeeting.
2. Tatsuya Tejima, Yoichi Mukae and Kazumi Nishino are candidates for outside officers. The Company registered
Tatsuya Tejima with the Tokyo Stock Exchange as independent officer stipulated by the Tokyo Stock Exchange. If thereelection of him is approved, the Company will continue the registration of Tatsuya Tejima as independent officer.
Furthermore, Yoichi Mukae and Kazumi Nishino satisfy the requirements for independent officers as stipulated by the
Tokyo Stock Exchange. If the election of them is approved, the Company will register Yoichi Mukae and Kazumi
Nishino as independent officers.

-4-3. The Company has entered into an agreement with Tatsuya Tejima to limit his liability for damages as specified in Article
423, paragraph 1 of the Companies Act in accordance with the provision of Article 427, paragraph 1 of the same law.
The liability for damages based on the said agreement shall be limited to the higher of either five (5) million yen or theminimum liability amount prescribed by the applicable law. If the reelection of Tatsuya Tajima is approved, theCompany plans to continue the said agreement with him. If the elections of both Yoichi Mukae and Kazumi Nishino areapproved, the Company plans to enter into the same agreement with them.

-5-Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1975
June 2003
Mar. 2005

Naohisa Miyakawa(March 25, 1952)(67 years old)
Reelection

June 2007

June 2009

June 2011

June 2013

1

Joined the Company
General Manager, Human Resources Department
General Manager, Human Resources & General
Affairs Department
Executive Officer, General Manager, Human
Resources & General Affairs Department, and General
Manager, Secretary Department
Executive Officer
President & Representative Director of Furukawa
Denshi Co., Ltd.
Director and Senior Executive Officer of the Company
President & Representative Director of Furukawa
Denshi Co., Ltd.
President & Representative Director of the Company(current position)

Number of theCompany’s
shares owned

26,331 shares*As of March 31,
2019

Responsibility in the Company
Management of overall operations (Core Business Companies, Corporate Planning Department, Business Process
Re-engineering Department, Financial Department, Human Resources & General Affairs Department)
Significant concurrent positions outside the Company
Not applicable
Tenure as Director: 8 years (at the conclusion of this meeting)Attendance at the Board of Directors meetings: 15/16 (93%)
Reasons for nomination as candidate for Director
As President and Representative Director of the Company, Naohisa Miyakawa promoted various management
reforms toward the realization of the Vision for 2025 “FURUKAWA Power & Passion 150” and the achievementof the “Medium-Term Business Plan 2019,” thereby having demonstrated strong leadership in leading themanagement of the Company. We propose his reelection as Director because we believe it is necessary to apply his
extensive experience, track record and leadership in the management of the Company to sustainably improve thecorporate value.
Other special notes to candidate for Director● There is no special interest between Naohisa Miyakawa and the Company.
● The described number of shares held by Naohisa Miyakawa includes shares he hold under the Company’s
Officer Stock Holding Association.

-6-

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1980
Oct. 2008
June 2011
June 2012

Kiyohito Mitsumura(July 7, 1955)(63 years old)

Sept. 2013

Apr. 2014
Reelection

June 2014

June 2015
June 2018
2

Joined the Company
General Manager, Financial Department
General Manager, Corporate Planning Department andGeneral Manager, Financial Department
Executive Officer and General Manager, Corporate
Planning Department
Executive Officer, General Manager, Corporate
Planning Department, and General Manager, CSR
Promotion Department
Executive Officer and General Manager, Corporate
Planning Department
Senior Executive Officer
President & Representative Director of Furukawa
Rock Drill Co., Ltd. (current position)
Director and Senior Executive Officer of the Company
Managing Director and Managing Executive Officer(current position)

Number of theCompany’s
shares owned

5,615 shares*As of March 31,
2019

Responsibility in the Company
Rock Drill Division
Significant concurrent positions outside the Company
President & Representative Director of Furukawa Rock Drill Co., Ltd.
Tenure as Director: 4 years (at the conclusion of this meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reasons for nomination as candidate for Director
Kiyohito Mitsumura has held important positions at the Company and, since assuming the post of President andRepresentative Director of Furukawa Rock Drill Co., Ltd. in June 2014, he led business operations in the area of
the Rock Drill Division and contributed to the enhancement of the corporate value. The Company positions themachinery business as a core business. Accordingly, we propose his reelection as Director because we believe it isnecessary to apply his extensive experience and track record in the management of the Company to sustainably
expand the business.
Other special notes to candidate for Director● There is no special interest between Kiyohito Mitsumura and the Company.
● The described number of shares held by Kiyohito Mitsumura includes shares he hold under the Company’s
Officer Stock Holding Association.

-7-

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1982
Mar. 2005
Jan. 2012

Masahiro Ogino(September 4, 1958)(60 years old)

June 2013
June 2015

Reelection
June 2017

3

Joined the Company
Director of Furukawa Metals & Resources Co., Ltd.
General Manager, Financial Department of theCompany
President & Representative Director of Furukawa
Metals & Resources Co., Ltd.
Executive Officer of the Company
President & Representative Director of Furukawa
Metals & Resources Co., Ltd.
Director, Senior Executive Officer, and General
Manager, Corporate Planning Department of theCompany (current position)

Number of theCompany’s
shares owned

3,891 shares*As of March 31,
2019

Responsibility in the Company
Corporate Planning Department, Materials Business, Environmental & Safety Control Department
Significant concurrent positions outside the Company
Not applicable
Tenure as Director: 2 years (at the conclusion of this meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reasons for nomination as candidate for Director
Masahiro Ogino has extensive experience and a track record in the materials business and management in general.
After assuming the post of Director of the Company, he led the materials business and was also involved inbusiness plans, public relations and IR, thereby contributing to improving the corporate value in a broad range offields. We propose his reelection as Director because we believe it is necessary to apply his extensive experienceand track record in the management of the Company to sustainably improve the corporate value.
Other special notes to candidate for Director● There is no special interest between Masahiro Ogino and the Company.
● The described number of shares held by Masahiro Ogino includes shares he hold under the Company’s Officer
Stock Holding Association.

-8-

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1981
June 2009

4

Number of theCompany’s
shares owned

Joined the Company
Director of Furukawa Industrial Machinery Systems
Co., Ltd.
June 2011
General Manager, Techno-Research Laboratory, R&D
Division of the Company
Dec. 2014
Deputy General Manager, Development Division and
Deputy General Manager, Tsukuba Development
CenterJune 2015
Executive Officer, Deputy General Manager,
Development Division, and General Manager, Tsukuba
Tatsuki Nazuka
Development Center(May 10, 1958)
4,003 shares
June 2017
Executive Officer and General Manager, Development(61 years old)
*As of March 31,
Division, General Manager, Tsukuba Development
Center
2019
Oct.
2017
Executive Officer and General Manager, Technology
New election
Division
July 2018
Executive Officer, General Manager, Technology
Division, and General Manager, Technological
Strategy Department
Apr. 2019
Executive Officer, General Manager, Technology
Division, General Manager, Technological Strategy
Department, and General Manager, N Project
Department (current position)
President & Representative Director of Furukawa
Scintitech Corporation (current position)
Significant concurrent positions outside the Company
President & Representative Director of Furukawa Scintitech Corporation
Tenure as Director: Attendance at the Board of Directors meetings: Reasons for nomination as candidate for Director
Tatsuki Nazuka has been working in the Technology Division for many years, possessing expert knowledge and a
track record concerning engineering and development. Since assuming the post of General Manager, Development
Division (currently General Manager, Technology Division) in June 2017, he has contributed to technologicalstrategy and development in the Company and the Group Companies. We propose his election as Director because
we believe it is necessary to apply his knowledge and track record in the management of the Company tosustainably improve the corporate value.
Other special notes to candidate for Director● There is no special interest between Tatsuki Nazuka and the Company.
● The described number of shares held by Tatsuki Nazuka includes shares he hold under the Company’s Officer
Stock Holding Association.

-9-

Candidate
No.

Name
(Date of birth)

Apr. 1982
June 2011
June 2013

Number of theCompany’s
shares owned

Joined the Company
Director of Furukawa Rock Drill Co., Ltd.
General Manager, Financial Department of the4,196 sharesCompany*As of March 31,
June 2015
General Manager, Accounting Department and General
2019Manager, Financial Department
New election
June 2017
Executive Officer and General Manager, Business
Process Re-engineering Department (current position)
Significant concurrent positions outside the Company
Not applicable
Tenure as Director: Attendance at the Board of Directors meetings: Reasons for nomination as candidate for Director
Hiroyuki Sakai has held important positions at the Company and the Group Company, possessing wide range ofexperience and knowledge in the administrative field. Since assuming the post of General Manager, Business
Process Re-engineering Department in June 2017, he has contributed to standardization of work, improvement ofwork efficiency, enhancement of productivity, and the re-building of business processes in the Group. We propose
his election as Director because we believe it is necessary to apply his extensive experience and knowledge in the
management of the Company to sustainably improve the corporate value.
Other special notes to candidate for Director● There is no special interest between Hiroyuki Sakai and the Company.
● The described number of shares held by Hiroyuki Sakai includes shares he hold under the Company’s Officer
Stock Holding Association.
Hiroyuki Sakai(January 14, 1960)(59 years old)

5

Career summary and position and responsibility in the Company- 10 -

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1983
June 2011
June 2016
Oct. 2016

6

Number of theCompany’s
shares owned

Joined the Company
Director of Furukawa Unic Corporation
Managing Director of Furukawa Unic Corporation
General Manager in charge of HR Strategy, Human
Minoru Nakatogawa
Resources & General Affairs Department of the(August 21, 1959)
3,396 sharesCompany(59 years old)
*As of March 31,
June 2017
Executive Officer (current position)
2019
Executive Vice President & Director of Furukawa
New election
Unic Corporation (In charge of Promotion of Mid-term
Business Plan)
June 2018
President & Representative Director of Furukawa UnicCorporation (current position)
Significant concurrent positions outside the Company
President & Representative Director of Furukawa Unic Corporation
Tenure as Director: Attendance at the Board of Directors meetings: Reasons for nomination as candidate for Director
Minoru Nakatogawa has worked in the Legal Division of the Company for many years, and assumed important
positions at the Company and the Group Company. Since assuming the post of President and Representative
Director of Furukawa Unic Corporation in June 2018, he has led the Unic Division, thereby contributing to
improving corporate value. We propose his election as Director because we believe it is necessary to apply his
extensive experience and track record in the management of the Company to sustainably expand the machinery
business.
Other special notes to candidate for Director● There is no special interest between Minoru Nakatogawa and the Company.
● The described number of shares held by Minoru Nakatogawa includes shares he hold under the Company’s
Officer Stock Holding Association.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1969
June 1999
June 2000
Jan. 2002
June 2002

7

Number of theCompany’s
shares owned

Joined Toho Zinc Co., Ltd.
Director of Toho Zinc Co., Ltd.
Executive Officer of Toho Zinc Co., Ltd.
Managing Executive Officer of Toho Zinc Co., Ltd.
Managing Director and Managing Executive Officer of
Toho Zinc Co., Ltd.
Tatsuya TejimaJune 2003
Representative Director and Managing Director, and(July 12, 1946)
Managing Executive Officer of Toho Zinc Co., Ltd.
(72 years old)0 shares
June 2005
Representative Director and Senior Managing*As of March 31,
Director, and Senior Managing Executive Officer ofReelection
2019
Toho Zinc Co., Ltd.
OutsideJune 2006
Representative Director and President, and COO of
Independent
Toho Zinc Co., Ltd.
June 2008
Representative Director and President of Toho Zinc
Co., Ltd.
June 2017
Advisor of Toho Zinc Co., Ltd. (current position)
Director of the Company (current position)
June 2018
Outside Director of Hanwa Co., Ltd. (current position)
Significant concurrent positions outside the Company
Advisor of Toho Zinc Co., Ltd.
Outside Director of Hanwa Co., Ltd.
Tenure as Outside Director: 2 years (at the conclusion of this meeting)Attendance at the Board of Directors meetings: 15/16 (93%)
Reasons for nomination as candidate for Outside Director
Tatsuya Tejima has been engaged in corporate management over many years and has provided useful advice on the
management of the Company and appropriate supervision over business execution from an objective perspectivethat is also independent from the management, leveraging his abundant experience and extensive knowledge as amanager. We propose his reelection as Outside Director because we believe he will be able to continue providing
useful advice on and appropriate supervision over the management of the Company.
Other special notes to candidate for Outside Director● Tatsuya Tejima is an Advisor of Toho Zinc Co., Ltd., which the Company and the Group Companies are engaged
in a transactional relationship of trading in chemicals with, however these transactions consist of less than 1% of
the respective sales of the Company and the Group Companies and Toho Zinc Co., Ltd. in this fiscal year, which
has no such significance that would affect his independence as Outside Director.
● At Toho Zinc Co., Ltd., it was discovered that there was inappropriate accounting processing in the Soft CalmBusiness Division in the 116th fiscal term (from April 2014 to March 2015), in which Tatsuya Tejima served as
Representative Director and President.
Tatsuya Tejima was not aware of such fact until the above-mentioned fact was discovered; however, he had
continued to provide opinions on the importance of ensuring legal compliance and internal governance, andfocused on establishment of systems. In addition, after the above-mentioned fact was discovered, at the Board of
Directors meetings, etc., he instructed on establishment of the Third Party Committee, for serious investigationsof the above-mentioned fact and recurrence prevention measures from the viewpoint of the significance ofcompliance-related issues and recurrence prevention.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1975

8

Number of theCompany’s
shares owned

Joined Ministry of International Trade and Industry(current Ministry of Economy, Trade and Industry)
June 2004
Director-General for Commerce and Distribution
Policy, Minister’s Secretariat of Ministry of Economy,
Trade and Industry (retired on July 2006)
Aug. 2006
Managing Director of The Shoko Chukin Bank, Ltd.
Yoichi Mukae(retired on July 2008)(August 9, 1951)
Aug. 2008
Advisor of The Kansai Electric Power Company,(67 years old)0 shares
Incorporated*As of March 31,
June 2009Managing Director of The Kansai Electric Power
New election
2019
Company, Incorporated
OutsideJune 2013
Director, Managing Executive Officer of The Kansai
Independent
Electric Power Company, Incorporated (retired on June
2015)
June 2015
President & Representative Director of The Kanden
L&A Company, Limited (current position)
President & Representative Director of KANDEN EL
AUTO SYSTEM Co., Ltd. (current position)
Significant concurrent positions outside the Company
President & Representative Director of The Kanden L&A Company, Limited
President & Representative Director of KANDEN EL AUTO SYSTEM Co., Ltd.
Tenure as Outside Director: Attendance at the Board of Directors meetings: Reasons for nomination as candidate for Outside Director
Yoichi Mukae has wide range of experience and knowledge after assuming a series of key positions in the Ministryof Economy, Trade and Industry and after retiring from governmental offices, being involved in the managementof private companies. Additionally, he is a man of character and good judgement. Therefore, we propose hiselection as Outside Director because we believe he will be able to provide useful advice on and appropriate
supervision over the management of the Company from an objective perspective that is also independent from the
management.
Other special notes to candidate for Outside Director● Yoichi Mukae is the President and Representative Director of The Kanden L&A Company, Limited, which theCompany and the Group Companies are engaged in a transactional relationship of outsourcing the maintenanceof cranes with, however, these transactions consist of less than 1% of the respective sales of the Company and
the Group Companies and The Kanden L&A Company, Limited in this fiscal year, which has no suchsignificance that would affect his independence as an Outside Director.

- 13 -

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1992

9

Number of theCompany’s
shares owned

Joined Fuji Photo Film Co., Ltd. (current FUJIFILM
Holdings Corporation) (retired on March 1996)
Kazumi Nishino
Apr. 2006
Associate Professor, Department of Management of(June 9, 1968)
Science & Technology, Graduate School of(50 years old)0 sharesManagement of Science & Technology (current*As of March 31,
Department of Management of Technology, Graduate
School of Management) of Tokyo University of
New election
2019
Science
OutsideApr. 2017
Associate Professor, Graduate School of Commerce
Independent
and Management (current Graduate School ofBusiness Administration) of Hitotsubashi University
Significant concurrent positions outside the Company
Associate Professor, Graduate School of Business Administration of Hitotsubashi University
Tenure as Outside Director: Attendance at the Board of Directors meetings: Reasons for nomination as candidate for Outside Director
Kazumi Nishino is an Associate Professor at the Graduate School of Hitotsubashi University, and her fields ofstudy center on theory of management strategy. She has expert knowledge of and practical study accomplishments
in business model analysis, the logics of new business creation and product development management inparticular. Based on this, we propose her election as Outside Director because we believe she will be able toprovide useful advice on and appropriate supervision over the management of the Company from objective,
professional, and diverse perspectives that are also independent from the management.
Although she does not have direct experience in corporate management, she is deemed capable of appropriately
performing her duties as Outside Director on the aforementioned grounds.
Other special notes to candidate for Outside Director● There is no special interest between Kazumi Nishino and the Company.

- 14 -

Proposal No. 3

Election of Two (2) Audit & Supervisory Board Members

The terms of office of Audit & Supervisory Board Members, Saburo Saruhashi and Tetsuro Ueno will expire at
the conclusion of this meeting. Therefore, we propose the election of two (2) Audit & Supervisory Board
Members (of which one (1) is an Outside Audit & Supervisory Board Member).
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Members are as follows:

Candidate
No.

Name(Date of birth)

Career summary and position in the Company
Apr. 1979
June 2007
June 2011

1

Number of theCompany’s
shares owned

Joined the Company
General Manager, Accounting Department
Minoru Iwata
Executive Officer and General Manager, Accounting(January 4, 1956)
7,473 shares
Department(63 years old)
*As of March 31,
June 2013
Director, Senior Executive Officer, and General
2019Manager, Accounting Department
New election
June 2015
Director
June 2016
Managing Director (current position)
Significant concurrent positions outside the Company
Not applicable
Tenure as Audit & Supervisory Board Member: Attendance at the Audit & Supervisory Board meetings: Attendance at the Board of Directors meetings: 16/16 (100%) *as Director
Reasons for nomination as candidate for Audit & Supervisory Board Member
Minoru Iwata has been working in the Accounting Department for many years and, since assuming the post of
Director of the Company in 2013, he has been involved in the management of the Company. He has a considerable
level of knowledge of finance and accounting and extensive experience in corporate management in general.
Therefore, we propose his election as Audit & Supervisory Board Member because we believe he is a person who
will be able to provide objective and appropriate audits.
Other special notes to candidate for Audit & Supervisory Board Member● There is no special interest between Minoru Iwata and the Company.
● The described number of shares held by Minoru Iwata includes shares he hold under the Company’s Officer
Stock Holding Association.
● Minoru Iwata is currently Managing Director of the Company, and he will retire from the position at theconclusion of this meeting.

- 15 -

Candidate
No.

Name
(Date of birth)

Career summary and position in the Company
Apr. 1976

2

Number of theCompany’s
shares owned

Joined The Dai–Ichi Kangyo Bank, Ltd. (current
Mizuho Bank, Ltd.)
Apr. 2005
Managing Executive Officer of Mizuho Bank, Ltd.
Apr. 2008
Executive Managing Director and Managing
Executive Officer of Mizuho Bank, Ltd.
Apr. 2009
Deputy President (Representative Director) and
Deputy President & Executive Officer of Mizuho
Bank, Ltd.
Apr. 2011
Advisor of Mizuho Bank, Ltd.
Tetsuro Ueno
June 2011
Deputy Chairperson and Executive Officer of(February 5, 1953)
Chuo-fudosan Co., Ltd.
(66 years old)0 shares
June 2012
Representative Director and President of Seiwa Sogo
*As of March 31,
Tatemono Co., Ltd.
June 2013
Representative Director and President of Seiwa Sogo
Reelection
2019
Tatemono Co., Ltd.
OutsideAudit & Supervisory Board Member of Chuo-fudosan
Independent
Co., Ltd.
June 2015
Representative Director and President of Seiwa Sogo
Tatemono Co., Ltd.
Audit & Supervisory Board Member of Chuo-fudosanCo., Ltd.
Audit & Supervisory Board Member of the Company(current position)
June 2018
Special Advisor of Seiwa Sogo Tatemono Co., Ltd.
(current position)
Significant concurrent positions outside the Company
Special Advisor of Seiwa Sogo Tatemono Co., Ltd.
Tenure as Outside Audit & Supervisory Board Member: 4 years (at the conclusion of this meeting)Attendance at the Audit & Supervisory Board meetings: 6/6 (100%)
Attendance at the Board of Directors meetings: 16/16 (100%)
Reasons for nomination as candidate for Outside Audit & Supervisory Board Member
Tetsuro Ueno has been engaged in corporate management over many years and has been providing effective audits
from a standpoint that is independent from the management of the Company, leveraging his extensive experienceand wide range of knowledge. Therefore, we propose his reelection as Outside Audit & Supervisory Board
Member because we believe that he will be able to continue to provide effective audits over the management of theCompany.
Other special notes to candidate for Outside Audit & Supervisory Board Member● Tetsuro Ueno is a Special Advisor of Seiwa Sogo Tatemono Co., Ltd., which possesses 1,503 thousand shares of
the Company (a stake of 3.80%). The Company group owns 48 thousand shares of the relevant company (astake of 12.64%).
● Tetsuro Ueno is a candidate for Outside Audit & Supervisory Board Member. He satisfies “the requirements forthe independence of outside officers” as stipulated by the Company. Furthermore, The Company registered
Tetsuro Ueno with the Tokyo Stock Exchange as independent officer stipulated by the Tokyo Stock Exchange. If
the election of him is approved, the Company will register Tetsuro Ueno as independent officer again.
● The Company has entered into an agreement with Tetsuro Ueno to limit his liability for damages as specified in
Article 423, paragraph 1 of the Companies Act in accordance with the provision of Article 427, paragraph 1 ofthe same law. The liability for damages based on the said agreement shall be limited to the higher of either five(5) million yen or the minimum liability amount prescribed by the applicable law. If the reelection of Tetsuro
Ueno is approved, the Company plans to continue the said agreement with him.

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